A Former Regulator Confronts Bears and More

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Jo Ann Barefoot’s personal story is almost as interesting as her professional one. She’s fly fished on five continents, searched for wolves in the Arctic and been charged by a bear. She joined the Office of the Comptroller of the Currency in 1978 and became the first woman to serve as a deputy comptroller. She also took on a specialty in consumer regulation before it was as large a focus in financial regulation as it is now.

Her career was going well enough, but she decided to take a break to write two novels and spend more time with her three children. That decision was critical to her success — she says it supercharged her right brain when she needed it most.

The creation of the Consumer Financial Protection Bureau in 2011 propelled her back into the workforce. Suddenly, consumer regulation was a hot topic, and she went to work as a consultant for the financial industry. She’s since started several businesses, served on the boards of financial technology companies and now works as CEO of a nonprofit she co-founded, the Alliance for Innovative Regulation, which aims to make the financial system inclusive, fair and resilient through the responsible use of new technology. The group organizes events to help solve mutual problems for regulators and the financial industry.

She talks about the challenges for regulators, the group’s work, and a recent gathering where participants stumbled on a child pornography case that the group referred to law enforcement. Since then, regulators have credited the event with changing the way they track down this type of crime. “There’s a place for boldness if we’re going to change the world today,” she says.

Hear more from this unique former regulator in this edition of The Slant Podcast.

This episode, and all past episodes of The Slant Podcast, are available on BankDirector.com, Spotify and Apple Music.

The Origin Story of an Unlikely Banker

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David Findlay didn’t set out to become a banker.

After earning a degree in history from DePauw University in Greencastle, Indiana, Chicago-based Northern Trust Corp. hired Findlay as a commercial banker in the mid-1980s. He didn’t take accounting or finance courses in college, and says that he struggled through the company’s training program. At his 90-day review, he was put on probation. Findlay persevered, he adds, because “Northern, where I spent the first 11 years of my career, was an organization much like ours that says, ‘We’re here to help people succeed.’”

Findlay’s gone far since those early struggles: Today, he leads $6 billion Lakeland Financial Corp., in Warsaw, Indiana. Year after year, it’s one of the most successful banks in the country, according to Bank Director’s RankingBanking analysis, consistently ranking among the top 25 public banks in the U.S. 

The reflections on his 38-year career — including his years at Northern Trust — inform a leadership course he teaches at Lake City University, a training program for the company’s subsidiary, Lake City Bank. Any employee can take the class — or any of the classes taught by Lakeland’s executives and leaders. On average, employees participate in these in-person training classes five or six times annually. 

Focusing on his past can be a humbling experience, he says. “Teaching this course helps keep me grounded, to remind me of the challenges that I’ve had during my career,” says Findlay. “It’s sharing our own personal successes and failures — and the failures [are] as important as anything to show that you can work through them and have a career path that you can be proud of when it’s all said and done.”

If that sounds hands-on, that’s just an indicator of Findlay’s leadership style. In previous reporting, executives described him to me as a CEO that values direct connection with the bank’s employees and clients. He’s also developed a flat organizational hierarchy where decisions aren’t concentrated in one individual. Put simply, he trusts his bankers. 

“An organization that places too much emphasis on one decision maker or a small group of decision makers, I think finds it very hard to move forward and be as progressive as an organization as you need to be. People think of banking as a pretty slow-moving, boring business. But it’s a pretty dynamic business,” he explains. “We love to tell our investors that we’re an execution-oriented organization. … We gather information, we assess the circumstances, we make decisions, and then we go, and obviously that’s contributed some long-term, consistent success for the bank.”

In this edition of The Slant podcast, Findlay also shares his views on how commercial banking has evolved, the impact of technology on relationship building, whether it’s harder to be a CEO in today’s environment and his views on the year ahead. He’s looking for a return to normal, he says. Lake City Bank doesn’t rely on M&A to grow; it focuses on growing its customer base and taking market share from competitors. That slowed in the pandemic. 

“We lost that momentum of market share take,” Findlay explains. But he expects business development to pick up. “[It’s what] I’m looking forward to the most; that’s the idea that we are back out calling on our prospects, developing those opportunities.”

In late January 2023, Findlay will participate in a panel discussion at Bank Director’s Acquire or Be Acquired conference that shares perspectives from the leaders of three top performing banks in the RankingBanking study. 

This episode, and all past episodes of The Slant Podcast, are available on Bank Director.com, Spotify and Apple Music.

Governance Survey Results: Directors Sound Off on Diversity, Performance

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SURVEY.pngU.S. banks have made modest progress on improving the diversity of their boards of directors, but more work needs to be done, based on the results of Bank Director’s 2020 Governance Best Practices Survey.

Sponsored by Bryan Cave Leighton Paisner, the survey was conducted in February and March of this year and included the perspectives of 159 independent directors, chairmen and CEOs of U.S. banks under $50 billion in assets.

Thirty-nine percent of the survey participants say their boards have several diverse directors, based on gender or ethnic and racial backgrounds. Thirty percent have one of two diverse directors but hope to recruit more. Thirteen percent indicate they have one or two diverse directors and believe that is sufficient, while another 13% say they have no such directors and would like to recruit some. And 5% say they have no diverse directors and aren’t seeking to add those attributes.

“What I say to boards is to look at your communities,” says James McAlpin Jr., a partner at Bryan Cave and leader of the firm’s banking practice group. “Many communities in the United States have undergone fundamental demographic change over the last 15 years.” Included in this demographic evolution is an increase in the number of women and minority business owners. “Then look around your board table,” he continues. “I think it’s really important for the board to reflect the bank’s demographic customer base.”

There is a solid body of academic research that diverse boards make better decisions, resulting in stronger financial performance. But not all of the survey’s respondents are on board with that assessment. While 52% agree that diversity improves a board’s performance, 40% believe it does to an extent but the impact is overrated, and 8% do not believe that diversity improves performance.

The survey also finds that a significant number of participants report a lack of engagement by some members of their board, with 39% saying that some or few of their directors are actively engaged during board and committee meetings.

Not unsurprising perhaps, the survey found that a significant number — 42% — report having at least one or two underperforming directors.

McAlpin suggests that engagement and performance issues “need to be addressed through board evaluation and feedback to those directors.” Unfortunately, less than half of the survey participants say their boards perform some type of periodic performance review, and just 31% include individual director assessments in that process.

Other Survey Results Include

  • Fifty-eight percent of the respondents serve on board where the chair is an independent director. On boards where the CEO is also the chair, only 55% have a lead independent director.
  • The median length of board service for the participants is 12 years; 76% are over the age of 60.
  • Eighty-four percent identify as white and 78% as male. Just 1% are Black and 1% are Hispanic.

Click HERE to view the full survey results.

For a further analysis of the findings that examines process, independence, composition, oversight and refreshment, access “How Bank Boards Manage Their Business” HERE.

Bank Succession Planning Made Simple

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Succession-10-17-16.pngAccording to a recent Bank Director survey, 60 percent of those surveyed expect their bank’s CEO and/or other senior executives to retire within the next five years. The survey also revealed that most banks are unprepared for those coming changes. Only 45 percent have both a long-term and emergency succession plan in place for the CEO and all other senior executives. Does your bank have a plan? Will the plan actually work should the trigger be pulled?

There are a lot of moving parts in a bank’s management succession plan. That’s why we have highlighted the following three key steps to consider that have repeatedly surfaced in our experience working with bank boards and CEOs around the topic of management succession planning.

Who “Owns” Succession Planning?
The chairman or a board committee is the overall “owner” of management succession planning, specifically for the chief executive role and board of directors. In turn, senior management succession is owned by the CEO, with regulators now requiring most sized banks to have detailed succession plans in place for senior management. The big question quickly becomes; will those succession plans actually work, given the velocity of change in bank business models, regulatory demands, flat margins and the lack of viable growth options? Banks with well developed succession plans will clearly be in the driver seat. If your bank has a weak plan or no plan, here are three practical steps bank board, CEO and management teams should take.

Step One: Emergency Plan
In the event of an immediate leadership void, we recommend an emergency 90-day plan for each key position with no clear internal successor. Putting someone from the board or management team into the slot for 90 days buys time to consider the best short-term and long-term options. Appointing an interim person gives the board or CEO a chance to “test drive” the new leader while at the same time, considering external options. For public banks, it’s the fiduciary responsibility of the board to consider external options so as to compare and contrast to the internal candidate. However, based on our experience and observations, more often than not, the internal candidate gets the nod with minimal disruption and a high level of success.

Step Two: Internal Plan
Based on a recent Bank Director management survey, more than 50 percent of banks still do not have a formal succession plan for senior management. Shareholders are more active in bank succession and demand a written plan. Either way, regulators will soon be requiring formal succession plans across all asset sizes of banks. Clearly, succession requirements are moving down to the community bank level with all speed. Clients we serve with strong succession plans have taken the time to codify each senior management position, including the timeline to retirement and then review who in the bank could take on that role if necessary. Unfortunately, many banks simply don’t have a backup internal option. Either the bank can’t afford the extra overhead cost of a successor or the age and timeline of the backup option does not align for succession purposes. If your bank is in that predicament, move to step three immediately.

Step Three: External Plan
Being ever mindful of the internal succession plan is key when it comes to considering and evaluating potential external options. We have seen clients go to the extreme and develop a list of external succession options for all senior management positions. Since banks can’t predict when they will have a departure, which very well could happen before the internal successor is ready, it is wise to think and identify those whom it would make sense to recruit. Clearly knowing your competition and developing relationships in advance makes recruiting an executive easier, plus the culture fit can also be assessed early, thereby increasing a successful integration.

A practical three step plan can provide the board more detailed insights into the depth and reality of the company’s succession plan. A formal review by the bank board should be conducted annually to test succession plans and make adjustments where necessary.

Visit chartwellpartners.com/financial-services to download our simple succession planning guide.

Asking the Right Questions: How a Board Should Approach Credible Challenge

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A well thought out decision making process is key to the success of the board and the financial institution as a whole. Regulators and auditors are looking to see that the board is thorough and educated with their actions. In this video, Lynn McKenzie of KPMG LLP lays out the importance of the credible challenge to management and how to best approach the process in the boardroom.

  • Why is it important for the board to provide a credible challenge?
  • Could credible challenge sour the relationship between the CEO and the board?
  • How should the board provide evidence of oversight?
  • What is the right level of detail in the minutes?

Really, What Is Franchise Value?

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The concept of building franchise value was core to our Bank Board Growth & Innovation Conference in April. In this session, Fred Cannon, director of research for Keefe, Bruyette & Woods, breaks down franchise value.

Banks with dedicated customer bases enjoy significant advantages over any potential competitors. So how should a bank’s CEO and board think about franchise value—both in current terms and with an eye to the future?

Highlights from this video:

  • Franchise value is measurable
  • The new era is about credit availability
  • Deposits are generating less value
  • Franchise value creates economic value

Presentation slides

Video length: 29 minutes

About the speaker:

Fred Cannon—is director of research at Keefe, Bruyette & Woods, Inc. He joined KBW in 2003. In his dual role as director of research and chief equity strategist, Cannon guides the research efforts at KBW, which provides industry leading research on the financial sector and research coverage on more than 540 financial services firms.

Getting Friendly With Your Regulator

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4-27-15-Jack.png“The regulatory environment today is the most tension-filled, confrontational and skeptical of any time in my professional career.” – H. Rodgin Cohen, senior chairman, Sullivan & Cromwell LLP

Six years after the worst financial crisis since the Great depression, bankers and their advisors are still complaining about regulation and the regulators. Cohen, who some people consider to be the dean of U.S. bank attorneys, made that statement back in March at a legal conference. Is the regulatory environment today really that bad? There are really two banking industries in this country—the relative handful of megabanks that Cohen has spent the better part of his career representing, and smaller regional and community banks that make up 99.99 percent of the depository institutions in this country.

There is no question that the megabanks have remained under intense regulatory scrutiny well after the financial crisis ended and the banking industry regained its footing. Overall, the industry is profitable, well capitalized and probably safer than before the crisis. But the regulators, led by the Federal Reserve, have never relaxed their supervision of the country’s largest banks, including the likes of JPMorgan Chase & Co., Bank of America Corp. and Citigroup. If the senior management teams and boards at those institutions are feeling more than a little paranoid, it’s probably for good reason. Joseph Heller, the author of Catch-22, wrote in his novel, “Just because you’re paranoid, doesn’t mean they aren’t after you.” The regulators might not be “out to get” the megabanks, but they clearly see them as a systemic threat to the U.S economy, and for that reason, have kept them on a short leash.

What about the rest of the industry—the other 99.99 percent? Has the regulatory environment improved for smaller banks? Based on comments that I hear at our conferences and elsewhere, I would say it has. The cost of regulatory compliance has increased for all banks, including even the smallest of institutions, in part because there are more regulations, but also because regulations are being enforced more strictly than was the case prior to the crisis.  In an interview that I did in the first quarter 2015 issue of Bank Director magazine with Camden Fine, chief executive officer at the Independent Community Bankers of America, Fine pointed to a general improvement in the level and tone of supervision throughout much of the country. Five years ago, bank examinations were “very harsh and inflexible,” to quote Fine. Now, exams generally seem more reasonable—which is understandable since the industry is in much better shape than it was six years ago.

But the regulatory environment might never be as relaxed as it was prior to the financial crisis. Today, the regulators want to be informed of any major decision, such as a potential acquisition or the launching of a new business line, which could impact the safety and soundness of the bank. You might not have thought that you had a “relationship” with your bank’s regulator, in the same way that you have a relationship with your outside legal counsel, investment banker or any number of consulting firms that management or the board might turn to for advice, but you do. That relationship certainly isn’t consultative in the sense that they won’t necessarily help you fix a problem, although it isn’t entirely authoritarian either, because you’re not necessarily asking permission, for example, to acquire another bank. Based on what I’ve been told by lawyers and investment bankers, regulators might express some concerns about the acquisition you have in mind, and they might even outline some areas of specific concern (like pro-forma capitalization). They might say it would be hard to approve the deal if those issues aren’t addressed, but they probably wouldn’t forbid you from going through with it.

I would say that managing the regulatory relationship is one of the key responsibilities for your bank’s CEO. Kelly King, the chairman and CEO at BB&T Corp., told me during an interview last year that he meets regularly with BB&T’s primary federal regulator—the Federal Deposit Insurance Corp.—and keeps it well appraised of the bank’s acquisition plans, which are key to its overall growth strategy. There is also an important role for the board to play—particularly the nonexecutive chairman or lead director—in maintaining a strong regulatory relationship. Those individuals might want to meet periodically with the bank’s regulator as well to drive home the point that the bank’s independent directors are engaged in the affairs of the bank.

I am sure that many older bank CEOs and directors resent the fact that the regulators have intruded so deeply into the business of the bank, but it’s a fact of life in the post-crisis world of banking—and an important relationship that needs to be carefully managed.